XIT T's and C's

XIT – IT Services Limited Term and Conditions of Sale

1. Definitions

‘Customer’ means you or any person acting with ostensible authority of the Customer.

‘Goods’ means goods and/or services supplied by the Vendor to the Customer.

‘Order’ or ‘Orders’ means the order or orders of the Customer to the Vendor to supply goods.

‘Vendor’ means XIT – IT Services Ltd.

2. Orders

Orders will be on such forms as the Vendor may require from time to time.

3. Acceptance

Each Order shall constitute acceptance by the Customer of these terms and conditions of trade.

4. Prices

Prices, minimum fees and travelling costs are subject to change
without notice. All Orders will be charged at prices prevailing at the
date of delivery of the goods. All pricing is GST exclusive unless
otherwise stated.

5. Quotes

Quotes are GST exclusive, unless specified. Prices, brands and models
are subject to change without notice, variations to quote may apply
upon installation, the vendor shall not be liable for change in
variations, all variations will be presented after installation (if
applicable), while the vendor takes in consideration for most scenarios
while quoting, it can be impossible to quote 100% accurately.

6. Delivery

Where the Order makes provision for delivery then delivery shall take
place at the place stated in the Order. If no place is indicated then
delivery shall be made at the Customer’s premises. The Vendor shall not
be liable for failure to deliver or any delay in delivery.

7. Terms of Payment

(a) Unless otherwise arranged, payment for all Goods and services shall be made no later than 7 days following supply.

(b) New customers are required to pay in full upon invoice of goods

(c) A deposit maybe required the amount is at the vendor’s discretion.

(d) Monthly accounts are due for payment no later than 20th of month following invoiced date.

(e) Interest will accrue on all amounts overdue at the rate of 10%
per month and will be calculated on a day by day basis until payment is
made in full.

(f) All costs of or incurred by the Vendor as a result of a default by the Customer

including but not limited to debt collections costs and legal costs
as between solicitor and client shall be payable by the Customer.

(g) If the Customer defaults in any payment or commits any act of
bankruptcy or any act which would render it liable to be wound up or if a
resolution is passed or proceedings are filed for the winding up of the
Customer or if a receiver is appointed for all or any assets of the
Customer, the Vendor may cancel any Order without prejudice to any other
rights it may have and payment for all completed Orders shall
immediately become due.

8. Risk

From the time of dispatch to the Customer by the Vendor, risk in all
Goods supplied shall pass to the Customer and any loss, damage or
deterioration to the Goods shall be borne by the Customer. The Customer
shall notwithstanding any loss, damage or deterioration to the Goods
remain liable to pay for the Goods.

9. Ownership/General Lien

(a) The Vendor shall retain ownership of all Goods supplied until it
receives payment in full of all amounts owing by the Customer for all
Orders.

(b) If any of the Goods are incorporated in or used as material for
other goods before payment is made ownership in the whole of the other
goods shall be

and remain with the Vendor until payment is made.

The Vendor’s Security Interest in the Goods shall continue in the terms of section 87 of the PPSA.

(c) The Vendor shall have a right to stop and retrieve the Goods in
transit whether or not delivery has been made or ownership has passed.

10. Recovery of Goods & Services Supplied

(a) In the event of non-payment or if payment of the Customer’s
Account is overdue, the vendor shall be entitled without prejudice to
any right it has at law or in equity to restrict any services, restrict
computer network access, website and or email services and or enter onto
the place where the Goods supplied are stored whether the Customer’s
premises or property or the premises or property of a third party for
the purpose of recovering and taking possession of the Goods supplied.

(b) The Customer warrants to the Vendor that where the Goods are
stored on the premises or property of a third party the Customer is
acting as agent for the third party and has the full authority of the
third party to authorise entry on to the premises or property of the
third party for the purpose of recovering the Goods supplied without
releasing the Customer from liability.

(c) The Vendor will not be responsible for any damage caused in the
course of either a ‘lockout’ or removal of Goods supplied either in the
possession of the Customer or a third party and the Customer indemnifies
the Vendor to the full extent in respect of damage caused in the course
of removal from the property of a third party.

(d) The Vendor may resell the Goods and apply the proceeds towards
payment of the Customer’s outstanding Account with the Vendor. Any
shortfall will remain the liability of the Customer. The Customer
indemnifies the Vendor for all costs and expenses including legal costs
as between solicitor and client which the Vendor may incur in recovering
the Goods and any monies owed to it.

11. Warranties

(a) The Vendor gives no warranty express or implied as to the
quality, description or fitness for any particular purpose of the Goods
supplied;

(b) Where applicable, manufacturer’s warranties will attach to the Goods.

(c) Where the Consumer Guarantees Act 1993 applies the Customer
shall have all the rights and remedies provided under this Act but no
others. The Customer warrants to the Vendor that any Goods supplied by
the Vendor under any Order with the Vendor are being acquired by the
Customer for the purpose of its business and the Consumer Guarantees Act
1993 does not apply to the supply of those Goods.

(d) Where Goods supplied are defective in terms of any condition
warranty or guarantee or otherwise do not conform to the Order, the
Vendor will at its discretion replace or repair any faulty Goods or pay
the cost of replacing them, but only if a claim is made by the Customer
within seven days of delivery of the Goods time being of the essence.

12. Returns

The Customer shall not be entitled to return goods or cancel an Order
other than as allowed pursuant to these terms and conditions of trade.

13. Personal Property Securities Act 1999 (“PPSA”)

Acceptance by the Vendor of the Customer’s Application for Credit and
the supply of Goods pursuant to these terms and conditions of trade
shall comprise a Security Agreement as defined in the PPSA for the
purposes of the PPSA. The Vendor shall retain a Security Interest as
defined in the PPSA in all Goods supplied in terms of its retention of
ownership pursuant to these terms and conditions of trade. The Customer
and the Vendor agree in terms of section 107 of the PPSA that sections
114(1) (a), 117(1) (c), 113 and 114 of the PPSA shall not apply to the
enforcement by the Vendor of its Security Interest. The Customer waives
any rights it may have under sections 116, 119, 120(2), 121, 125, 126,
127, 129, 131 and 132 of the PPSA upon enforcement. The Customer waives
its right to receipt of a financing statement or financing change
statement in the terms of section 148 of the PPSA.

14. Authority to Sell Goods Supplied

Notwithstanding that title in all Goods is retained by the Vendor,
the Customer is authorised to sell the Goods in the ordinary course of
business provided that the authority may be removed by written notice if
the Vendor considers the credit of the Customer to be unsatisfactory or
if the Customer is in default in the performance of its obligations to
the Vendor and shall be deemed automatically revoked if the Customer
commits any act of bankruptcy or any act which would render it liable to
be wound up or if a resolution is passed or proceedings are filed for
the winding up of the Customer or a receiver is appointed for all or any
assets of the Customer.

15. Minimum fees

(a) The customer agrees to pay any minimum diagnosis fees and or any related onsite travelling costs.

(b) The vendor may provide upon request to the customer, any
documentation relating to a contracted job and or services rendered.

(c) The customer has the right to ask the vendor approx costs before
any job is undertaken, the vendor can provide the customer a written
quote upon request.

16. Travelling costs

(a) The vendor charges travelling costs at a minimum of $45.00+gst
per site visit, travelling costs and expenses are charged at the vendors
discretion and may change without notice.

(b) Travelling outside the Christchurch area may incur additional
related costs, the customer has the right to ask the vendor approx
travelling costs.

(c) If more than 1 technician is required for a site visit, additional travelling costs maybe incurred by the customer.

17. Sale of Goods Supplied

(a) Where Goods in respect of which property has not passed to the
Customer are sold by the Customer in the ordinary course of business,
the book debt created on the sale and the proceeds of sale when received
shall be held by the Customer for the Vendor in terms of section 45 of
the PPSA.

(b) Where any proceeds of sale are placed in the Customer’s bank
account the funds in the Customer’s bank account shall be deemed to be
held on trust for the Vendor to the extent of proceeds of sale.

(c) Where any payments are made from the Customer’s bank account
otherwise than to the Vendor payment shall be deemed to have been made
from all other funds in the Customer’s bank account and not from funds
held on trust for the Vendor.

(d) The trust obligation imposed by this clause and the Vendor’s
entitlements under the PPSA shall continue for so long as the Vendor is
unpaid for all Goods supplied to the Customer.

18.Security Interest

The Customer gives the Vendor a Security Interest in all of the
Customer’s present and after acquired property that the Vendor has
performed services on or to or in which goods or materials supplied or
financed by the Vendor have been attached or incorporated.

19.Liability

(a) The Vendor’s liability to the Customer shall be limited to the value of the Order supplied.

(b) The Sale of Goods Act 1908, the Fair Trading Act 1986 and other
statutes may imply warranties or conditions or impose obligations upon
the Vendor which cannot by law (or which can only to a limited extent by
law) be excluded or modified. In respect of any such implied
warranties, conditions or terms imposed on the Vendor the Vendor’s
liability shall, where it is allowed, be excluded or if not able to be
excluded only apply to the minimum extent required by the relevant
statute.

(c) Except as otherwise provided above the Vendor shall not be
liable for any loss or damage of any kind whatsoever, arising from the
supply of Goods by the Vendor to the Customer including consequential
loss whether suffered or incurred by the Customer or another person and
whether in contract or tort (including negligence) or otherwise and
irrespective of whether such loss or damage arises directly or
indirectly from Goods and Services provided by the Vendor to the
Customer; and

(d) The Customer shall indemnify the Vendor against all claims and
loss of any kind whatsoever however caused or arising and without
limiting the generality of the foregoing of this clause whether caused
or arising as a result of the negligence of the Vendor or otherwise,
brought by any person in connection with any matter, act, omission, or
error by the Vendor its agents or employees in connection with the
Goods.

(e) Refunds are only authorized under certain circumstances,
administration and or depreciation on goods & services will be
deducted.

(f) The vendor is not liable for any data loss due to faulty
hardware equipment during or outside warranty periods of manufactures
warranty period.

(g) The vendor is not liable for any data loss during upgrade processes, this includes onsite and workshop service.

(h) Backups are recommended before any service work is undertaken by the vendor, this includes clauses (f) & (g) above.

20. Remote Access

(a) The vendor is not responsible for any unauthorised remote access.

(b) The vendor can provide customers upon request any security breaches and or hardware / software upgrades as required.

(c) The customer is responsible for keeping their passwords
confidential this clause applies to staff and other users associated to
the customer’s network.

(d) The vendor has the right to access the customer’s network during
and outside normal working hours with or without permission from the
customer.

(e) The vendor endeavours to keep the customers remote access as
secure as possible but cannot be held responsible for any 3rd party
security intrusions.

(f) The customer must contact the vendor in writing if they do not
require remote access within 14 days of termination, the vendor will
remove any remote access at the customers cost.

(g) The vendor has the right to monitor any incoming / outgoing electronic information.

21.Copyright And Intellectual Property

The Vendor owns and has copyright in all designs, specifications,
documents, and software produced by the Vendor in connection with the
Goods provided pursuant to these terms and conditions of trade and the
client may use the Goods only if paid for in full and for the purpose
for which they were intended and supplied by the Vendor.

22. Suitability of Goods and Services

The Customer must satisfy itself that the Goods as ordered are fit
and suitable for the purpose for which they are required. The Vendor
makes no warranties or representation and expressly negates any implied
or expressed condition that the Goods will be suitable for a particular
purpose or use for which the Customer may use them. The Customer accepts
all risk and responsibility for consequences arising from the use of
the Goods whether singularly or in combination with other Goods.

23. Tampering

(a) No goods supplied by the Vendor may be altered, have anything
added or removed or in any way be tampered with by the Customer (or any
other person at the Customer's request) unless otherwise agreed to by
the Vendor.

(b) The Vendor retains the right to make void any warranty pursuant
to this contract (or otherwise express or implied) should any evidence
of "tampering" in the manner outlined above be detected.

24. Validity

If any provision of this contract shall be invalid, void or illegal
or unenforceable the validity existence, legality and enforceability of
the remaining provisions shall not be affected, prejudiced or impaired.

25. Changes of General Terms and Conditions

(a) The Vendor may at any time refuse the placement of an order by
the Customer or decline to approve any application of the Customer for
any reason whatsoever.

(b) The existence of an account with the Vendor does not automatically entitle the Customer to credit in the future.

(c) Failure by the Vendor to enforce any of the terms and conditions
contained in these terms and conditions of trade shall not be deemed to
be a waiver of any of the rights or obligations the Vendor has under
these terms and conditions of trade.

(d) The Vendor may from time to time by written notice to the
Customer amend, add to or repeal the trading conditions covered by this
Agreement or may substitute any fresh trading conditions and such
amendment, addition or substitute trading conditions shall be binding on
the Customer as from fourteen days after the date of delivery of the
notice.

26. Entire Agreement

These terms and conditions of trade constitute the entire agreement
and supersede and extinguish all prior agreements and understandings
between the Vendor and the Customer.